Community Trust Bancorp, Inc. v. Community Trust Financial Corp.

RECOMMENDED FOR FULL-TEXT PUBLICATION
Pursuant to Sixth Circuit Rule 206
File Name: 12a0282p.06
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
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COMMUNITY TRUST BANCORP, INC., a
Plaintiff-Appellee, --
Kentucky Corporation,
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No. 11-6048
,
>
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v.
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COMMUNITY TRUST FINANCIAL
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CORPORATION, a Louisiana Corporation;
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COMMUNITY TRUST BANK, a Louisiana
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Banking Corporation; COMMUNITY TRUST
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BANK OF TEXAS, a Texas Banking
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Corporation,
Defendants-Appellants. N
Appeal from the United States District Court
for the Eastern District of Kentucky at Pikeville.
No. 7:10-cv-62—Karen K. Caldwell, District Judge.
Argued: July 26, 2012
Decided and Filed: August 23, 2012
Before: COLE and DONALD, Circuit Judges; SARGUS, District Judge.*
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COUNSEL
ARGUED: Scot A. Duvall, MIDDLETON REUTLINGER, Louisville, Kentucky, for
Appellants. John C. Roach, RANSDELL & ROACH, PLLC, Lexington, Kentucky, for
Appellee. ON BRIEF: Scot A. Duvall, Julia R. McGuffey, MIDDLETON
REUTLINGER, Louisville, Kentucky, for Appellants. W. Keith Ransdell, S. Chad
Meredith, RANSDELL & ROACH, PLLC, Lexington, Kentucky, Michael S. Hargis,
Trevor Taylor Graves, KING & SCHICKLI, PLLC, Lexington, Kentucky, for Appellee.
*
The Honorable Edmund A. Sargus, Jr., United States District Judge for the Southern District of
Ohio, sitting by designation.
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No. 11-6048 Comty. Trust Bancorp v. Comty. Trust Fin. Corp., et al. Page 2
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OPINION
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COLE, Circuit Judge. Plaintiff Community Trust Bancorp, Inc. asks us to find
specific personal jurisdiction over out-of-state defendants solely because the Defendants
provided passwords to access online banking services to a handful of in-state residents.
As the Plaintiff’s cause of action only tangentially related to the Defendants’ acts within
the forum state, we REVERSE the district court’s judgment finding personal jurisdiction.
I.
The facts of this case are not in dispute. The Plaintiff, Community Trust
Bancorp, Inc., is a Kentucky corporation that provides banking and financial services.
Since at least 1995, the Plaintiff has used the mark “COMMUNITY TRUST” to promote
its services; it included this mark on its website since 1998. The Defendants are
Community Trust Financial Corporation, and two of its wholly-owned subsidiaries,
Community Trust Bank and Community Trust Bank of Texas. The first two are
Louisiana corporations, while the last is a Texas corporation. The Defendants also
provide banking and financial services, use the marks “COMMUNITY TRUST” and
“COMMUNITY TRUST BANK,” and display these marks on their website.
The Defendants’ contacts with Kentucky are limited. They have branch offices
exclusively in Texas, Louisiana, and Mississippi and limit their advertising and
marketing campaigns to those states. As such, they have no officers, directors,
employees, agents, or any other physical presence in Kentucky. Nevertheless, they do
have customers who reside in Kentucky; even though accounts can only be opened in
branch offices, nine account owners moved to Kentucky and continue to maintain their
bank accounts from there. Three or four account owners, while residing in Kentucky,
requested passwords to access the Defendants’ online banking website.
The Plaintiff alleges that the Defendants’ use of the “COMMUNITY TRUST”
mark is likely to confuse customers and lead customers to believe erroneously that the
No. 11-6048 Comty. Trust Bancorp v. Comty. Trust Fin. Corp., et al. Page 3
Plaintiff is affiliated with the Defendants’ banking and financial services. On that basis,
the Plaintiff brought a claim of trademark infringement against the Defendants under the
Lanham Act, 15 U.S.C. § 1114(1) and state law. The Plaintiff also raised a claim under
15 U.S.C. § 1119, asserting that the Defendants’ use of the marks constitutes false
designation of origin and requesting an order canceling the Defendants’ U.S. Service
Mark Registration for the mark “COMMUNITY TRUST BANK.”
The Defendants moved to dismiss the complaint under Federal Rule of Civil
Procedure 12(b)(2) for lack of personal jurisdiction and to dismiss the Plaintiff’s state
law claims under Rule 12(b)(6) for failure to state a claim. The district court denied the
Defendants’ motions. The Defendants moved the district court to certify for immediate
appeal the district court’s finding that the Plaintiff had established a prima facie case of
personal jurisdiction. Recognizing the evolving nature of personal jurisdiction in the
internet context, the district court certified that issue for immediate appeal.
II.
We review a district court’s denial of a Rule 12(b)(2) motion to dismiss for lack
of personal jurisdiction de novo. Kroger Co. v. Malease Foods Corp., 437 F.3d 506, 510
(6th Cir. 2006). When a federal court has “federal question [jurisdiction], personal
jurisdiction over a defendant exists if the defendant is amenable to service of process
under the [forum] state’s long-arm statute and if the exercise of personal jurisdiction
would not deny the defendant[] due process.” Bird v. Parsons, 289 F.3d 865, 871
(6th Cir. 2002) (second alteration in original) (internal quotation marks omitted). The
district court already deemed the Kentucky long-arm statute satisfied and did not certify
that issue for interlocutory appeal; therefore, we need only assess whether personal
jurisdiction over the Defendants is proper as a matter of federal due process.
To determine whether a plaintiff’s exercise of jurisdiction satisfies due process,
we apply a three-part specific jurisdiction analysis:
First, the defendant must purposefully avail himself of the privilege of
acting in the forum state or causing a consequence in the forum state.
Second, the cause of action must arise from the defendant’s activities
No. 11-6048 Comty. Trust Bancorp v. Comty. Trust Fin. Corp., et al. Page 4
there. Finally, the acts of the defendant or consequences caused by the
defendant must have a substantial enough connection with the forum
state to make the exercise of jurisdiction over the defendant reasonable.
S. Mach. Co. v. Mohasco Indus., Inc., 401 F.2d 374, 381 (6th Cir. 1968).
As “the constitutional touchstone” of personal jurisdiction, Burger King Corp.
v. Rudzewicz, 471 U.S. 462, 474 (1985), the purposeful availment requirement ensures
that the defendant’s actions create a “substantial connection” to the forum state, such that
the defendant “should reasonably anticipate being haled into court there,” Neogen Corp.
v. Neo Gen. Screening, Inc., 282 F.3d 883, 889 (6th Cir. 2002) (internal quotation marks
omitted). Such a requirement protects a defendant from being “haled into a jurisdiction
solely as a result of random, fortuitous, or attenuated contacts, or of the unilateral
activity of another party or a third person.” Id. (quoting Burger King Corp., 471 U.S.
at 475) (internal quotation marks omitted). The Defendants contend that they did not
purposefully avail themselves of the benefits of doing business in Kentucky when they
granted passwords and online banking access to preexisting customers residing in
Kentucky. They allege that their customers’ decisions to move to Kentucky and access
online banking from that state is nothing more than a “random, fortuitous, or attenuated
contact,” which is precisely the kind of unilateral activity that cannot be the basis for
personal jurisdiction.
While true that the mere existence of accounts with Kentucky-based owners is,
by itself, insufficient for the district court to exercise jurisdiction over the Defendants,
the Defendants do have additional contacts with Kentucky—ones that result from their
own intentional activities, not just their customers’ decisions to move north. In response
to requests from their out-of-state customers, the Defendants supplied them with
passwords to access online banking. The Defendants granted these passwords only after
processing the customers’ applications, which included their Kentucky addresses and
new service contracts specific to online banking. After processing these applications,
the Defendants chose to grant passwords and online access to these Kentucky customers,
allowing them to continue to conduct business with the Defendants.
No. 11-6048 Comty. Trust Bancorp v. Comty. Trust Fin. Corp., et al. Page 5
We need not answer whether the issuance of a handful of passwords constitutes
purposeful availment so as to satisfy due process, as the Plaintiff is unable to meet the
second requirement of personal jurisdiction—that the cause of action arises from the
Defendants’ activities in the forum state. Even if a defendant purposefully avails himself
to the benefits of doing business in a forum, the exercise of specific jurisdiction only
complies with due process if “the cause of action . . . ha[s] a substantial connection with
the defendant’s in-state activities.” Bird, 289 F.3d at 875 (internal quotation marks
omitted). The defendant’s contacts with the forum state must relate to the operative facts
and nature of the controversy. Id. (citing CompuServe, Inc. v. Patterson, 89 F.3d 1257,
1267 (6th Cir. 1996)).
The Plaintiff fails to meet this burden: there is no substantial connection between
three or four Kentucky residents accessing their online banking and the underlying
trademark infringement claim. Even assuming that the grant of passwords for online
banking constitutes in-state activity, the Defendants’ only activity in Kentucky is
permitting a handful of Kentucky residents to access their online banking website. This
activity is, at best, tangentially related to the allegation that the Defendants’ use of the
Plaintiff’s trademark is confusing and may lead Kentucky residents to the inaccurate
conclusion that the two banks are affiliated. It is hard to fathom that when these three
or four Kentucky customers log-on to the Defendants’ online banking website—a
website they specifically requested access to—that they will experience confusion
arising from the Defendants’ use of the “COMMUNITY TRUST” logo. It is not enough
that there be some connection between the in-state activity and the cause of action—that
connection must be substantial. The Plaintiff fails to meet this standard. Consequently,
personal jurisdiction over the Defendants is improper and we need not address the third
Mohasco prong—that the substantial connection makes jurisdiction over the Defendant
reasonable.
III.
The district court’s judgment finding personal jurisdiction over the Defendants
is REVERSED.